ABADOR GOLD NL (ABR)
(Company background)
Notice of General Meeting
Announced on 2000/02/28 17:36:05.
Part:A 1229 words
Status: Not market sensitive (N)
Industry Sub Group: Mining Explorer (27)
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ABADOR GOLD NL 2000-02-28 ASX-SIGNAL-G
HOMEX - Perth
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ABADOR GOLD NL
ACN 009 423 189
in the process of converting its status to a limited liability
company and changing its name to
MY CASINO LIMITED
NOTICE OF GENERAL MEETING
NOTICE IS HEREBY GIVEN that a general meeting of ABADOR GOLD NL (the
"Company") will be held at 52 Ord Street, West Perth, Western
Australia on Tuesday 28th March 2000 at 11.00 am.
Information on the proposals to which the Resolutions Set out below
relate is contained in the Information Memorandum which accompanies
and forms part of this Notice of Meeting ("Information Memorandum").
AGENDA
RESOLUTION 1 - CHANGE OF ACTIVITIES AND ACQUISITION OF "MY CASINO"
To consider, and if thought fit to pass, the following Resolution as
an ordinary resolution:
"That, subject to the passing Of Resolution 2, for the purposes of
ASX Listing Rules 7.1 and 11.1, and sections 243Q and 623 of the
Corporations Law, and all other purposes, this meeting approves and
agrees to:
(a) the proposed change to the Company`s activities described in the
Information Memorandum;
(b) the execution by the Company of agreements (collectively "the
Acquisition Agreement") whereby the Company will acquire from First
Secure Investments Pty Ltd (ACN 086 948 610) and Blue Management
Services Limited ("the Vendors") all of the issued share capital in
International Data Process Ltd, Internet Transaction Processing Ltd,
and Netcom Ltd, as more particularly described in the Information
Memorandum, and the performance by the Company of its obligations
under the Acquisition Agreement;
(c) the issue and allotment to the Vendors in accordance with the
Acquisition Agreement, of a total of 40,000,000 fully paid ordinary
shares in the Company and 40,000,000 options to acquire fully paid
ordinary shares in the Company each exercisable at 40 cents on or
before 31 March 2003, such options to be issued on the terms and
conditions set out in Annexure "A" to the Information Memorandum; and
(d) the issue and allotment of 40,000,000 fully paid ordinary shares
in the capital of the Company to each of First Secure Investment
Services Pty Ltd (ACN 086 948 610) and Blue Management Services
Limited upon exercise of up to 40,000,000 of the options referred to
in paragraph (c) of this Resolution, in accordance with the terms of
those options.
RESOLUTION 2 - SHARE PLACEMENT
To consider, and if thought fit to pass, the following as an ordinary
resolution:
"That, subject to the passing of Resolution 1, for the purposes of
ASX Listing Rule 7.1 and for all other purposes, the Directors be
authorised to issue and allot up to 38,000,000 fully paid ordinary
shares in the capital of the Company at an issue price of 20 cents
per share and up to 38,000,000 attached options to acquire fully
paid ordinary shares in the Company each exercisable at 20 cents on
or before 31 March 2003, such options to be issued on the terms and
conditions set out in Annexure "B" to the Information Memorandum."
RESOLUTION 3 - ISSUE OF SHARES TO PROMOTERS
To consider, and if though fit to pass, the following resolution as an
ordinary resolution:
"That, subject to the passing of Resolutions 1 and 2, for the
purposes of ASX Listing Rule 7.1 and all other purposes, the
Directors be authorised to issue and allot up to 7 million fully
paid ordinary shares in the Company at an issue price of 20 cents per
share.
RESOLUTION 4 - ISSUE OF SHARES AND OPTIONS TO ADVISERS
To consider, and if thought fit to pass, the following Resolution as
an ordinary resolution:
"That, subject to the passing of Resolutions 1 and 2, for the
purposes of ASX Listing Rule 7.1 and section 243Q of the
Corporations Law, and all other purposes, this meeting approves and
agrees to the issue and allotment to Paul Alexander Sydney Hare and
Pacific Interactive Limited ("the Advisers"), of a total of 4,000,000
fully paid ordinary shares in the Company and 4,000,000 options to
acquire fully paid ordinary shares in the Company each exercisable at
40 cents on or before 31 March 2003, such options to be issued on the
terms and conditions set out in Annexure "A" to the Information
Memorandum."
RESOLUTION 5 - CHANGE OF COMPANY NAME
To consider, and if thought fit to pass, the following resolution as
a special resolution:
"That, subject to the passing Of Resolutions 1 and 2 and with the
approval of the Australian Securities and Investments Commission, the
Company change its name from Abador Gold Limited to My Casino
Limited."
RESOLUTION 6 - APPOINTMENTS OF DIRECTORS
To consider, and if thought fit to pass, each of the following
resolutions as a separate ordinary resolution.
"That, subject to the passing of Resolutions 1 and 2:
(a) Gordon Manley McIntosh be hereby appointed a director of the
Company.
(b) Paul Alexander Sydney Hare be hereby appointed a director
of the Company.
(c) Leah Mandylas be hereby appointed a director of the Company.
(d) Peter Sikula be hereby appointed a director of the Company.
(e) Hans-Rudolf Moser be hereby appointed a director of the Company.
(f) Klaus Eckhof be hereby appointed a director of the Company.
RESOLUTION 7 - ISSUE OF OPTIONS TO DIRECTORS AND PROPOSED DIRECTORS
To consider, and if thought fit to pass, the following resolution as
a special resolution:
"That, for the purposes of ASX Listing Rules 7.1 and 10.11, and
section 243Q of the Corporations Law and for all other purposes, the
Directors be authorised to issue and allot the following options to
subscribe for fully paid ordinary shares in the Company on the terms
and conditions set out in the Annexure "C" to the Information
Memorandum:
(a) Subject to the passing of Resolution 6(a), 3,000,000
to Gordon Manley McIntosh or his nominee options;
(b) Subject to the passing of Resolution 6(b), 500,000
to Paul Alexander Sydney Hare or his nominee options;
(c) Subject to the passing of Resolution 6(c), 250,000
to Leah Mandylas or her nominee options;
(d) Subject to the passing of Resolution 6(d), 250,000
to Peter Sekula or his nominee options;
(e) Subject to the passing of Resolution 6(e), 250,000
to Hans-Rudolf Moser or his nominee options;
(f) Subject to the passing of Resolution 6(f), 250,000
to Klaus Eckhof or his nominee options;
(g) to David Geoffrey Benham or his nominee 500,000
options; and
(h) to Peter Robin Baird or his nominee 500,000
options.
RESOLUTION 8 - PARTICIPATION OF DIRECTORS IN PLACEMENT
To consider, and if thought fit to pass, the following resolution as
a special resolution:
"That, for the purposes of ASX Listing Rule 10.11 and for all other
purposes, the Company be authorized to issue and allot shares and
options the subject of Resolution 2 to the following persons:
(a) David Geoffrey Benham (or his nominee) up to 1,000,000 shares and
1,000,000 options;
(b) Klaus Eckhof (or his nominee) up to 750,000 shares and 750,000
options."
RESOLUTION 9-REMUNERATION OF NON-EXECUTIVE DIRECTORS
To consider, and if thought fit to pass, the following resolution as
an ordinary resolution:
"That, for the purposes of Article 10.2 of the Company`s Constitution
and ASX Listing Rule 10.17 and for all other purposes, the sum of
$250,000 be fixed as the maximum amount of the remuneration that may
be paid to non-executive Directors, to be allocated among them as
decided by the Board from time to time."
P R Baird
COMPANY SECRETARY
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